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Case 98-27912-NLW Doc 149 Filed 09/15/98 Entered 09/15/98 16:51:00 Desc Final Fee Application for the Period June 24 1998 through August 5 1998 of 40

r IN RE:

UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY

ATTORNEY FEE APPLICATION COVER SHEET

The Grand Union Company APPLICANT: Weil, Gotshal & Manges LLP

CASE NO. :

, CHAPTER:

98-27912 (NW)

11

CLIENT: The Grand Union Company

CASE FILED: ~J~u~n~e~2~4~,~1~9~9~8~ ______________ _

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COMPLETION OF THIS FORM CONSTITUTES A CERTIFICATION UNDER PENALTY OF PERJURY. RETENTION ORDERS ATTACHED

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~-'- . ~ ~ JyGZ~, q

SECTION I FEE SUMMARY

FILED "t\IVIl:~ Ii ... ,,~~,,~ ,v~_'"

FINAL FEE APPLICATION FOR THE PERIOD JUNE 24. 1998 THROUGH AUGUST 5. 1998 SEP 15 1l}9~

TOTAL PREVIOUS FEES INCURRED: $ NIA ..... .,,,nUlll"r.Y COURT ~ ."'~ .~

TOTAL FEES ALLOWED TO DATE: $ NIA ~W}RI)N.J. til . DEPUTY

TOTAL RETAINER (IF APPLICABLE) : $ ( '/ $ 400 000 (Retainer Fee For Professiohc1 l'-U es) $ 50,000 (Advance Aga1nst Expenses) v

TOTAL HOLDBACK (IF APPLICABLE) : $ NIA

TOTAL RECEIVED BY APPLICANT: $ NIA

NAME OF PROFESSIONAL YEAR AND TITLE ADMITTED HOURS RATE FEE

l. Harvey R. Miller 1959 .40 $550.00 $220.00 (Partner)

2. Ted S. Waksrnan 1974 34.90 540.00 18,846.00 (Partner)

3. Jeffrey L. Tanenbaum 1<:177 104.90 540.00 56,646.00 (Partner)

4 . Mary Jean M. Potenzone 1981 3.50 515.00' 1,802.50 (Partner)

2.10 490.00 1,029.00

5. Alan A. Lascher 1967 38.50 500.00 19,250.00 (Partner)

* Reflects a billing rate change effective as of July 1, 1998 .

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Case 98-27912-NLW Doc 149 Filed 09/15/98 Entered 09/15/98 16:51:00 Desc Final Fee Application for the Period June 24 1998 through August 5 1998 of 40•

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Exhibit A-2

SERVICES RENDERED BY WElL, GOTSHAL & MANGES LLP FOR THE PERIOD COMMENCING JUNE 24, 1998 THROUGH AUGUST 5, 1998

ASSOCIATES

BASTA, PAUL M.

ROSE, SCOTT B.

ROSAN, SHELLIE D.

GLASBAND, MELISSA

ELKIN, MATTHEW GOTTLIEB, BRIAN LAZARRE, NICOLAINE SELTZER, WENDY

TOTAL

DEPT.

B

C

R

I. B

A A A A

YEAR ADMITTED

1993

1996

1997

1998

B - Business Finance and Restructuring T - Tax/ERISA A - Summer Associate

RATE

315.00' 305.00 270.00' 240.00 240.00' 210.00 210.00' 150.00 130.00 130.00 130.00 130.00

C - Corporate

* Reflects billing rate change as of July 1, 1998.

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HOURS AMOUNT

166.20 52,353.00 34.20 10,431.00 46.10 12,447.00 11.60 2,784.00 81. 50 19,560.00

3.40 714.00 152.80 32,088.00

25.20 3,780.00 14.70 1,911.00 11.50 1,495.00

4.40 572.00 20.00 2,600.00

571. 60 $140,735.00

R - Real Estate


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Exhibit A-3

SERVICES RENDERED BY WElL, GOTSHAL & MANGES LLP FOR THE PERIOD COMMENCING JUNE 24, 1998 THROUGH AUGUST 5, 1998

PARAPROFESSIONALS AND CLERKS

TOMPKINS, JUDITH SCHELL, PETER FOSKEY, TIFFANY LEE, KATHLEEN SAFRAN, DANIEL DIAZ, IRIS WILMER, ANDREA

TOTAL PARAPROFESSIONAL

TOTAL PARTNER

TOTAL ASSOCIATE

TOTAL FIRM

DEPT.

R R C B B B B

B - Business Finance and Restructuring

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RATE HOURS AMOUNT

105.00 19.20 2,016.00 105.00 44.80 4,704.00 105.00 1.50 157.50

95.00 1l2.20 10,659.00 95.00 7.50 712.50 65.00 19.00 1,235.00 65.00 3.00 195.00

207.20 $19,679.00

323.60 $161,871. 50

571.60 $140,735.00

1,102.40 $322,285.50

C - Corporate R - Real Estate


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Exhibit A-1

SERVICES RENDERED BY WElL, GOTSHAL & MANGES LLP FOR THE PERIOD COMMENCING JUNE 24, 199B THROUGH AUGUST 5, 199B

PARTNERS

MILLER, HARVEY R. WAKSMAN, TED S. TANENBAUM, JEFFREY L. POTENZONE, MARY JEAN

LASCHER, ALAN A. LIU, JUDY GZ.

TOTAL

DEPT.

B C B T

R B

YEAR ADMITTED

1959 1974 1977 1981

1967 1981

B - Business Finance and Restructuring T - Tax/ERISA

RATE

550.00 540.00 540.00 515.00' 490.00 500.00 460.00

C - Corporate

* Relfects billing rate change as of July 1, 199B.

HOURS AMOUNT

.40 $ 220.00 34.90 18,846.00

104.90 56,646.00 3.50 1,B02.50 2.10 1,029.00

38.50 19,250.00 139.30 64,078.00

323.60 $161,871.50

R - Real Estate


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NAME OF PROFESSIONAL AND TITLE

6. Judy GZ. Liu (Partner)

7. Paul M. Basta (Associate)

8. Scott B. Rose (Associate)

9. Shellie D. Rosan (Associate)

10. Melissa I. Glasband (Associate)

11. Matthew Elkin (Summer Associate)

12. Brian Gottlieb (Summer Associate)

13 . Nicolaine Lazarre (Summer Associate)

14. Wendy Seltzer (Summer Associate)

15. Judith Tompkins (Paralegal)

16. Peter Schell (Paralegal)

17. Tiffany Foskey (Paralegal)

18. Kathleen Lee (Paralegal)

19. Daniel Safran (Paralegal)

20. Iris Diaz (Paralegal Clerk)

21. Andrea Wilmer (Paralegal Clerk)

YEAR ADMITTED HOURS

1981 139.30

1993 166.20

34.20

1996 46.10

11.60

1997 81.50

3.40

1998 152.80

25.20

N/A 14.70

N/A 11.50

N/A 4.40

N/A 20.00

N/A 19.20

N/A 44.80

N/A 1. 50

N/A 112.20

N/A 7.50

N/A 19.00

N/A 3.00

FEE TOTAL - PAGE 3 DISBURSEMENT TOTALS - PAGE 4

TOTAL FEE APPLICATION

* Reflects a billing rate change effective as of July 1, 1998.

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RATE

460.00

315.00'

305.00

270.00'

240.00

240.00'

210.00

210.00'

150.00

130.00

130.00

130.00

130.00

105.00

105.00

105.00

95.00

95.00

65.00

65.00

FEE

64,078.00

52,353.00

10,431.00

12,447.00

2,784.00

19,560.00

714.00

32,088.00

3,780.00

1,911.00

1,495.00

572.00

2,600.00

2,016.00

4,704.00

157.50

10,659.00

712.50

1,235.00

195.00

$322,285.50 $ 16,084.28 $338,369.78


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SECTION II SUMMARY OF SERVICES

Telephone Calls

Correspondence Drafted

Correspondence Reviewed

Legal Research

Court Appearances

Preparation of Pleadings & Briefs

Internal Office Meetings: (1) solely w/applicant's staff (2 ) third party conferences

Total for (g) :

Out of Office Meetings

Review of File

Other Services/General Administrative Matters

General Business Operations

Schedules

Confirmation Preparation

Confirmation Hearing

DIP Hearing

Exit Financing

U.S. Trustee

Real Estate Issues

Personal Injury/Other Litigation

Document Management

SERVICE TOTALS:

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HOURS VALUE

60.00 $19,109.50

6.60 2,268.50

4.20 1,639.50

32.80 4,831. 00

34.30 11,621.00

44.10 12,921. 50

7.10 2,381.00 3.10 945.50

10.20 3,326.50

5.00 1,350.00

8.50 1,967.00

16.20 6,090.00

20.50 6,647.50

12.00 4,363.00

328.20 106,608.50

31.40 12,381. 00

93.70 29,623.00

56.30 27,264.50

47.80 18,494.50

170.70 38,060.00

4.80 1,981.00

115.10 11,738.00

1,102.40 $322,285.50


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Telephone

Messenger Service

Photocopying

Travel

Postage

Computerized Research

SECTION III SUMMARY OF DISBURSEMENTS

Word Processing/Secretaries

Food Service

Overnight Couriers

Other Client Charges

Facsimile (Outgoing)

Newswatch I< Clipping Service

Corporation Service

DISBURSEMENTS TOTAL:

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$ 1,209.09

462.15

7,248.40

749.99

444.66

716.22

1,392.00

162.03

1,426.85

134.39

890.00

170.00

1,078.50

$16,084.28


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SECTION IV CASE HISTORY

(Note: Items 3 - 6 are not appl~cable to application under II U.S.C. §506)

l. DATE CASE FILED: June 24, 1998.

2. CHAPTER UNDER WHICH CASE COMMENCED: Chapter II

3. DATE OF RETENTION: June 24, 1998. (ANNEX COpy OF ORDER(S» IF LIMIT ON NUMBER OF HOURS OR OTHER LIMITATIONS TO RETENTION SET FORTH: N/A

4. SUMMARIZE IN BRIEF THE BENEFITS TO THE ESTATE AND ATTACH SUPPLEMENTS AS NEEDED:

5.

6.

Rendered professional services in connection with prosecution of prepackaged chapter II case. See narrative portion of fee application annexed hereto.

ANTICIPATED DISTRIBUTION TO CREDITORS:

(A) ADMINISTRATION EXPENSES: Paid in Full.

(B) SECURED CREDITORS: Paid in Full.

(C) PRIORITY CREDITORS: Paid in Full.

(D) GENERAL UNSECURED CREDITORS: Paid in Full (other than Noteholders, who consented to treatment proposed under the plan.

FINAL DISPOSITION OF CASE AND PERCENTAGE OF DIVIDEND PAID TO CREDITOR (IF APPLICABLE): Confirmed August 5, 1998. Consummated August l7, 1998. Distributions made as set forth in item 5 above.

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Debtor.

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FILED JAMES J. WALDRON

Hearing Date: JuneJq, 1998

ORDER PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT OF

WElL, GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE DEBTOR

Upon the application dated June 24, 1998 (the" Application") of The

Grand Union Company, as debtor and debtor in possession (the "Debtor"), for an

order pursuant to section 327(a) of title 11 of the United States Code (the "Bankruptcy

Code") approving the employment of Weil, Gotshal & Manges LLP ("WG&M") as

its attorneys under a general retainer; and upon the affidavit of Judy G.Z. Liu, a

member of the finn of WG&M, sworn to the 24th day of June 1998 (the "Liu Affi-

davit"); and it appearing that the members and associates of WG&M who will be

engaged in this case are contemporaneously requesting admission pro hac vice to

practice before this Court in this chapter 11 case; and the Court being satisfied, based

on the representations made in the Application and the Liu Affidavit, that WG&M

represents or holds no interest adverse to the Debtor or to its estate as to the matters

upon which it is to be engaged and is disinterested under section 101(14) of the Bank-

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• mptcy Code, as modified by section l107(b) of the Bankruptcy Code, and that the

employment of WG&M is necessary and would be in the best interest of the Debtor

• and its estate; and the Court having jurisdiction to consider the Application and the

relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and it

• appearing that the relief requested by the Application is necessary and in the best

interests of the Debtor, its estate, and its creditors; and due notice of the Application

having been given to (i) the Office of the United States Trustee for the District of

• New Jersey, (ii) the attorneys for the Debtor's prepetition and proposed postpetition

lending group, (iii) the attorneys for the Steering Committee (as defined in the

Application), (iv) the tmstee under the indenture governing the Debtor's debt

• securities, and (v) the attorneys for the Preferred Stockholders (as defined in the

Application) and it appearing that no other or further notice need by given; and

• sufficient cause appearing therefor;

It Is On This Ztf1Jnay of June, 1998,

ORDERED that, pursuant to section 327(a) of the Bankruptcy Code,

• the Debtor, as debtor in possession, is authorized to employ and retain WG&M as its

attorneys under a general retainer effective as of the commencement of this case; and

• it is further

ORDERED that WG&M shall be compensated in accordance with the

procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable

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Case 98-27912-NLW Doc 149 Filed 09/15/98 Entered 09/15/98 16:51:00 Desc Final Fee Application for the Period June 24 1998 through August 5 1998 of 40••

• Federal Rules of Bankruptcy Procedure, local rules of the Court, and such procedures

as may be fixed by order of this Court.

• ORDERED that service of the Application as provided therein shall be

deemed good and sufficient notice of such Application; and it is further

• ORDERED that the requirement under D.N.J. LBR 9013-2 for the

filing of a memorandum of law be, and it hereby is waived.

"''''',{:I.,' VT\! L 1M'I"",!CI""r" D • • -~. 1 ." "il • 'if'i ,t ~ __ ....

United States Bankruptcy Judge

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WElL, GOTSHAL & MANGES LLP Co-Attorneys for The Grand Union Company 767 Fifth Avenue New York, New York 10153 (212) 310-8000 Jeffrey L. Tanenbaum, Esq. (IT 9797) Judy G.Z. Liu, Esq. (JL 6449)

UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY

--------------------------------------------------------------x In re

THE GRAND UNION COMPANY,

Debtor.

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Chapter 11 Case No. 98 - 27912 (NW)

Hearing Date: October 14, 1998

APPUCATION OF WElL, GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE GRAND UNION COMPANY,

FOR ALLOWANCE OF FINAL COMPENSATION FOR PROFESSIONAL SERVICES RENDERED FROM JUNE 24, 1998 THROUGH AND INCLUDING AUGUST 5,1998 AND FOR REIMBURSEMENT OF RELATED EXPENSES,

PURSUANT TO SECTION 330 OF THE BANKRUPTCY CODE AND RULE 2016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

TO THE HONORABLE NOVALYN L. WINFIELD, UNITED STATES BANKRUPTCY JUDGE:

Weil, Gotshal & Manges LLP ("WG&M"), as co-attorneys for The

Grand Union Company ("Grand Union" or the "Debtor"), as debtor and debtor in

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possession, for its application for allowance of final compensation for professional

services rendered from June 24, 1998 through and including August 5, 1998 (the

"Compensation Period"), and for reimbursement of its actual and necessary expenses

incurred with respect to such services (the "Application"), respectfully represents:

FEES AND EXPENSES FOR WHICH ALLOWANCE IS SOUGHT

1. WG&M is a partnership (which includes professional corporations)

engaged in the general practice of law. This Application is made by WG&M

pursuant to section 330 of title 11, United States Code (the "Bankruptcy Code"), Rule

2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the

Order of this Court, dated June 24, 1998, approving the retention of WG&M as co-

attorneys for the Debtor, for an allowance of final compensation for professional

services rendered to Grand Union for the Compensation Period, in the aggregate

amount of $322,285.50 and for reimbursement of expenses incurred in connection

with the rendition of such services in the aggregate amount of $16,084.28.1

2. The fees charged by WG&M in this case have been billed in

accordance with existing billing rates and procedures in effect during the

Compensation Period. The rates charged by WG&M for the services rendered by its

professionals and paraprofessionals in this chapter 11 case are the same rates that

1. Prior to the commencement of this chapter 11 case, Grand Union paid WG&M a retainer fee and an advance against expenses for services to be performed in the preparation for and prosecution of this chapter 11 case, in the sum of $400,000 and $50,000, respectively, which will be applied to such postpetition allowances of compensation and reimbursement of expenses as may be granted by the Court.

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WG&M charges for professional and paraprofessional services rendered in

comparable nonbankruptcy related matters. Such fees are reasonable in light of the

customary compensation charged by comparably skilled practitioners in comparable

nonbankruptcy cases in a competitive national legal market.

3. During the Compensation Period, WG&M attorneys and

paraprofessionals expended a total of 895.20 hours and 207.20 hours, respectively. A

schedule setting forth the number of hours expended by partners, associates, and

paraprofessionals of WG&M who rendered services to Grand Union, their respective

hourly rates, and the year in which each WG&M attorney was admitted and licensed

to practice is annexed hereto as Exhibit "A." A schedule specifying the type of

expenses for which WG&M is seeking reimbursement and the total amount for each

category is annexed hereto as Exhibit "B."

4. Attorneys and paraprofessionals at WG&M maintain itemized

records of time expended in connection with the rendition of professional services on

a contemporaneous basis. A copy of such time records for the Compensation Period

is annexed hereto as Exhibit "C."

BACKGROUND

5. On June 24, 1998 (the "Commencement Date"), the Debtor filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. Since the

Commencement Date, the Debtor has continued to operate its business and manage its

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properties as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code.

6. Grand Union, a publicly held company, operates 222 retail food

stores in six northeastern states: New York, Vermont, New Jersey, Connecticut,

New Hampshire, and Pennsylvania. Since its inception in 1872, Grand Union has

grown to be one of the largest grocery-store chains in the Northeast, with a name

brand recognized for quality and value throughout the region. Grand Union's

supermarkets offer a wide selection of national brand and private label grocery and

general merchandise products, as well as high-quality perishables and service

departments.

7. As of the Commencement Date, Grand Union employed

approximately 15,000 employees, of whom approximately 67% are employed on a

part-time basis. Approximately 50% of the Debtor's employees are covered by 12

collective bargaining agreements.

8. Prior to the Commencement Date, Grand Union engaged in

extensive negotiations with an unofficial committee of holders of in excess of 48 % in

aggregate principal amount of its 12 % notes (as individual noteholders, the

"Noteholders," and as an unofficial committee, the "Steering Committee") and the

holders of Grand Union's preferred stock (the "Preferred Stockholders"), regarding

the terms of a proposed financial restructuring for Grand Union, to be implemented

through a "prepackaged" chapter 11 case. The final proposal, as agreed to by the

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parties, is embodied in the now confirmed plan of reorganization (the "Plan") and

described in detail in the related disclosure statement (the "Disclosure Statement"),

each of which was filed with this Court contemporaneously with the commencement

of this chapter 11 case. In reliance upon section 3(a)(9) of the Securities Act of

1933, as amended, the Debtor solicited prior to the Commencement Date a vote of its

Noteholders and its Preferred Stockholders for acceptance or rejection of the Plan.

Notably, the Noteholders and the Preferred Stockholders who cast ballots pursuant to

the solicitation voted overwhelmingly in favor of the Plan, which was accepted in

accordance with the requirements set forth in section 1126 of the Bankruptcy Code.

9. The principal purpose of the Plan was to effect a necessary

restructuring of the Debtor's financial obligations in order to enhance its fmancial

condition. The confirmed Plan provides that the obligations arising under the

approximately $172 million debtor-in-possession loan (the "DIP Loan") provided by

Swiss Bank Corporation ("Swiss Bank") and Lehman Commercial Paper, Inc.

("Lehman"), approved by this Court on July 9, 1998, would be satisfied with the

proceeds of a new $300 million post-chapter 11 working capital facility (the "Exit

Facility"). The Exit Facility provided by Swiss Bank and Lehman closed on August

17, 1998. Pursuant to the Plan, Grand Union's remaining obligations to the existing

bank group were rendered unimpaired. The confirmed Plan reinstated and rendered

unimpaired all other secured claims and left unimpaired all general unsecured claims,

with the exception of the claims held by the Noteholders. Pursuant to an agreement

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in principle dated March 30, 1998, entered into between Grand Union and the

members of the Steering Committee, the Noteholders' claims, in the aggregate

principal amount of approximately $600 million, were converted into 100 % of the

initial shares of the new common stock issued by the reorganized Grand Union.

10. Under the Plan, the Preferred Stockholders each received, in

exchange for their existing preferred stock interests, their pro rata share of (i) five

year warrants to purchase approximately 10.5% in the aggregate of new common

stock at an exercise price of $19.82 per share, (ii) five-year warrants to purchase

approximately 2.5 % in the aggregate of new common stock at an exercise price of

$23.15 per share and (iii) four-year warrants to purchase approximately 1 % in the

aggregate of new common stock at an exercise price of $12.32 per share. Existing

common stockholders received five-year warrants to purchase approximately 1.5% in

the aggregate of new common stock at an exercise price of $19.82 per share, by

consent of the Noteholders and the Preferred Stockholders (evidenced by their votes

to accept the Plan).

11. On August 5, 1998, this Court entered an order confirming the

Plan. The Plan was substantially consummated on August 17, 1998.

RETENTION OF WG&M

12. Pursuant to an order of this Court date June 24, 1998, the

Debtor was authorized to retain WG&M as its co-attorneys, under a general retainer,

to render legal services in connection with the prosecution of this chapter 11 case. By

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order dated June 24, 1998, the Court also approved the employment and retention of

Ravin, Greenberg & Marks, P.A. ("RG&M") as co-attorneys for the Debtor.

WG&M and RG&M have divided responsibilities regarding representation of the

Debtor and have made every effort to avoid unnecessary duplication of efforts in this

case.

13. As described more fully below, this chapter 11 case has

required expenditure of substantial amounts of time and effort on the part of the

members, associates, and paraprofessionals of WG&M in furtherance of WG&M's

professional responsibilities to its clients and on behalf of the Debtor's estate.

14. While numerous attorneys at WG&M have performed services on

behalf of the Debtor within their specialized areas of expertise, the majority of

services has been performed by members and associates of WG&M's Business

Finance and Restructuring Department. WG&M has a preeminent practice in this

area and enjoys a national reputation for its expertise in financial and bankruptcy

reorganizations and restructurings, with over forty attorneys specializing in this area

of practice. The department head is Harvey R. Miller, an attorney who has taught,

lectured, and written extensively in this field. WG&M has been actively involved in

major bankruptcy and reorganization cases, including the representation of the trustees

in Stratton Oakmont, Inc., W. T. Grant Company and Investors Funding Corporation,

the debtors in "prepackaged" chapter 11 cases, including JPS Textile Group, Inc.,

MB Holdings, Inc., Consolidated Hydro, Inc., the debtors in PWS Holding

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Corporation (Bruno's Inc.), Edison Brothers Stores, Inc., In-Flight Phone

Corporation, F&M Distributors, Inc., Crystal Apparel, Inc., The Conran Stores Inc.

d/b/a Conran's Habitat, Jamesway Corporation, The Leslie Fay Companies, Inc.,

Olympia & York Development Limited, Best Products Co., Inc., R.H. Macy & Co.,

Inc., Texaco, Inc., Eastern Airlines, Inc., Revere Copper and Brass, Inc.,

Continental Airlines, Inc. (I), Greyhound Lines, Inc., Circle K Convenience Stores,

Inc., P.A. Bergner & Co., and The Drexel Burnham Lambert Group, Inc., among

others, and secured lenders in Federated Department Stores, Inc., James Cable, Inc.,

Pan American Airlines, Inc., Continental Airlines, Inc. (II), Colonial Constitution

Limited Partnership, Pandick Holding, Inc., and Plaza Operating Partners, Ltd.,

among others. WG&M also represented statutory committees in APS Holdings

Corp., National Gypsum Co., Inc., Ames Department Stores, Inc., and Atlantic

Computer Systems, Inc. In addition, WG&M has actively engaged in debtor and

creditor representations in a substantial number of out-of-court restructurings. As a

consequence, WG&M brings to this case a high level of expertise and experience

which inures to the benefit of the Debtor and its estate.

15. Jeffrey L. Tanenbaum and Judy G.Z. Liu, of WG&M's Business

Finance and Restructuring Department, Ted S. Waksman, of WG&M's Corporate

Department, Stuart Goldring and Mary Jean M. Pontenzone, of WG&M's Tax/ERISA

Department, and Alan A. Lascher, of WG&M's Real Estate Department, have been

the principal members of WG&M responsible for the rendition of legal services to

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Grand Union and have expended substantial time in connection with this chapter 11

case. In addition, three associates have devoted significant portions of their time to

Grand Union's chapter 11 case, often to the preclusion of other firm matters.

SERVICES RENDERED BY WG&M

16. WG&M does not wish to burden the Court with an overly detailed

or lengthy recitation of each and every matter with respect to which it has rendered

services to Grand Union. Accordingly, the following is intended to serve only as a

summary description of the primary services rendered by WG&M during the

Compensation Period and to highlight the benefits conferred upon Grand Union and

its estate and creditors as a result of WG&M's efforts.

A. Pre-Compensation Period Services

17. As described above, prior to the Commencement Date, WG&M

represented Grand Union in its negotiations with its prepetition lenders, the Steering

Committee and the Preferred Shareholders in connection with a proposed financial

restructuring of Grand Union's obligations to the Noteholders. After months of

negotiations and despite the occurrence of payment defaults, Grand Union and the

Steering Committee reached an agreement in principle on the terms of a restructuring

to be accomplished pursuant to a plan of reorganization under chapter 11 of the

Bankruptcy Code. In that regard, WG&M expended substantial efforts on behalf of

Grand Union to solve a number of complex legal and financial issues, negotiate and

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prepare the Plan and related documentation to effectuate the proposed restructuring,

and solicit votes with respect thereto.

18. WG&M assisted the Debtor in preparing and distributing the

Plan and Disclosure Statement prior to the Commencement Date. In that regard,

WG&M expended a significant amount of time assisting in preparing the contents of

the Disclosure Statement to assure that all creditors and equity security holders would

have sufficient information to make an informed judgment in voting to accept or

reject the Plan. Moreover, WG&M spent a significant amount of time in responding

to inquiries regarding the Plan and Disclosure Statement.

19. Prior to the Commencement Date, WG&M also conducted

negotiations on behalf of Grand Union to amend the terms of the prepetition Credit

Agreement, as well as obtain waivers of various defaults under the Credit Agreement.

20. WG&M also advised and assisted the Debtor in the preparation

of the chapter 11 petition and various pleadings and documents that were filed with

the Court on, and shortly after, the Commencement Date. Contemporaneously with

the preparation of the chapter 11 petition and related documentation, WG&M

prepared applications and proposed orders relating to the retention of certain

necessary professionals as well as numerous other pleadings designed to facilitate

Grand Union's reorganization and minimize the disruption of Grand Union's business.

These pleadings are set forth in the court docket and are not reiterated here, so as to

avoid burdening the court with a list that is duplicative of the official docket.

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B. Postpetition Services

21. The following is a summary of the significant professional services

rendered by WG&M during the Compensation Period. This summary is organized in

accordance with WG&M's internal system of project or work codes. Exhibit C

provides a more detailed, chronological description of the services provided.

• Real Estate Issues (Work Code 200)

• Reviewed and revised the Exit Facility with respect to real estate issues.

• Reviewed and drafted documents in connection with landlord consent issues.

• Worked with title companies regarding title searches.

• In connection with all of the real estate issues, participated in numerous conferences and telephone calls with counsel for the lenders under the Exit Facility and other parties.

• Personal Injury / Other Litigation (Work Code 210)

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• Responded to telephone calls and correspondence regarding effect of the automatic stay on personal injury claims, proof of claim forms and other personal injury litigation issues.

United States Trustee (Work Code 300)

• Prepared response to letter from the United States Trustee regarding the affidavit filed in support of WG&M's retention.

• Prepared for and attended the 341 Meeting held on July 20, 1998.

• Participated in numerous meetings and conference calls regarding the closing of Grand Union's first bankruptcy case.

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• Preparation for and participation in conference call with Judge Walsh regarding the closing of the first chapter 11 case.

• General Business Operations (Work Code 400)

• Drafted correspondence and/or participated in numerous conferences and telephone calls with various parties at Grand Union relating to issues involving trade vendors, the New York State Liquor Authority, the automatic stay, insurance coverage, personal injury claimants, and cigarette and tobacco taxes in the State of New Jersey.

• Schedules (Work Code 500)

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Advised Grand Union in the preparation of the lists of creditors and equity holders and its schedules and statements of financial affairs and reviewed same.

In connection with the schedules and statements of financial affairs, participated in numerous phone calls with Bankruptcy Services Inc. and Price Waterhouse and responded to legal questions regarding the proper treatment and classification of various claims and other items.

• Confirmation Preparation (Work Code 600)

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Prepared the confirmation order and memorandum of law in support of confirmation of the Plan and negotiated the terms of such order with the Steering Committee, the prepetition secured lenders, the lenders under the Exit Facility, the Securities and Exchange Commission, the Pension Benefit Guaranty Corporation, and certain of the Debtor's landlords.

Analyzed objections to confirmation of the Plan and communicated with objectors for the purpose of resolving such objections prior to the Confirmation Hearing.

Prepared affidavit of Jeffrey P. Freimark in support of confirmation as well as an outline of testimony for Jeffrey P. Freimark in the event of his participation as a witness at the Confirmation Hearing.

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• Prepared the various witnesses whose testimony was potentially necessary in connection with the Confirmation Hearing, including Jane Sullivan of the Altman Group, Inc.

• Preparation of presentation for Confirmation Hearing regarding compliance with the provisions of the Bankruptcy Code.

• Prepared notice of entry of confirmation order and arranged for publication of same.

• In connection with the preparation for the Confirmation Hearing, participated in numerous phone calls and meetings held with WG&M personnel as well as employees of the Debtor.

Confirmation Hearing (Work Code 610)

• Participated in the hearing on August 5, 1998.

• DIP Hearing (Work Code 700)

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Negotiated and reviewed final order approving the DIP Financing Agreement.

Prepared for and participated in the final hearing at which the DIP Loan was approved. Prepared outline of testimony and proffer in connection with hearing to approve the DIP Loan.

• Drafted closing documents, including legal opinion letter and closing certificates to be delivered at the closing of the DIP Loan.

• Participated in the closing of the DIP Loan.

• In connection with the DIP Hearing and DIP Loan, participated in numerous telephone calls and conferences with WG&M personnel, the Debtor's employees, and the attorneys for Swiss Bank and Lehman among others.

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Exit Financing (Work Code 710)

• Engaged in extensive discussions and negotiations with the attorneys for Swiss Bank and Lehman regarding the Exit Facility.

• Reviewed and commented on numerous documents in connection with the Exit Facility, including multiple drafts of the credit agreement and related documentation.

• Drafted legal opinion and various certificates required to be delivered at closing of the Exit Facility.

• Prepared for, and attended, closing on the Exit Facility.

• In connection with the Exit Facility, participated in numerous telephone calls and conferences with WG&M personnel, the attorneys for Swiss Bank and Lehman, employees of the Debtor and others.

Telephone Calls (Work Code 800)

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Responded to numerous daily phone calls from vendors, personal injury claimants, equityholders and numerous other creditors regarding the Debtor's chapter 11 case and the status and treatment of such parties' prepetition claims and interests. The Debtor provided notice of the commencement of the case to approximately 20,000 entities and individuals, including individuals receiving retiree benefits. Several hundred of these entities and individuals telephoned WG&M regarding the chapter 11 case. WG&M attorneys expended substantial time in responding to such inquiries.

Telephone calls regarding, among other things, first day orders, the preparation of additional pleadings, notices to be published, shareholder issues, selection of directors, and securities issues.

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• Correspondence Drafted (Work Code 810)

• Prepared correspondence responding to numerous requests for proofs of claim and proof of insurance at various Grand Union locations. WG&M also distributed proof of claim forms to various creditors that requested same.

• Correspondence Reviewed (Work Code 820)

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• Reviewed correspondence from numerous parties in interest regarding proof of claim forms, proof of insurance and the automatic stay, and other miscellaneous issues relating to the Debtor's chapter 11 case.

Legal Research (Work Code 830)

• Conducted legal research and/or prepared memoranda regarding issues (i) arising under a second chapter 11 case, (ii) relating to section 525 of the Bankruptcy Code and the New York State liquor authority, (iii) relating to abandoned property, and (iv) relating to the circumstances under which an open bankruptcy case may be closed.

• Court Appearance (Work Code 840)

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Attended hearing at the United States Bankruptcy Court for the District of New Jersey seeking entry of orders granting the Debtor's first day applications.

Time spent attending the hearing on the DIP Loan and the Confirmation Hearing are included in work codes 610 and 700, respectively.

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Preparation of Pleadings and Briefs (Work Code 850)

• Reviewed and coordinated with the printer regarding the printing for publication of the notice of commencement of the Debtor's case and meeting of the creditors, the notice of hearing to consider approval of the disclosure statement and confirmation of the plan, the notice to the warrantholders of the confirmation hearing and the critical trade vendor order.

• Prepared supplemental lists of ordinary course professionals to be filed with the Court.

• Prepared supplement to Exhibit 5 of the Disclosure Statement which supplement contains brief profiles of the directors to be appointed by the Noteholders.

• Participation in numerous conferences and phone calls relating to the preparation of the foregoing.

Review of File (Work Code 880)

• Reviewed various first day orders and other documents in files in connection with organization of files and responses to inquiries of creditors and other parties in interest.

Other Services (Work Code 910)

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Assisted the Debtor in the preparation of certain filings required to be made with the Securities and Exchange Commission, including Forms 8-K and 10-K.

WG&M expended substantial efforts preparing and/or negotiating and commenting upon numerous documents, all of which were conditions to the Plan's effectiveness, including the registration rights agreement and the warrant agreement.

• Prepared application and related supporting documentation for listing on NASDAQ national market.

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• Document Management (Work Code 920)

• Indexed and distributed first day pleadings and orders, the Plan and Disclosure Statement, and pleadings and documents relating to the DIP Loan.

• Compiled and updated docket of all papers filed with the Court.

• Distributed documents to WG&M team.

• Prepared binders of required documents and exhibits in preparation for hearings.

22. The foregoing summarizes merely a portion of the professional

services rendered during the Prepetition Period and the Compensation Period by

WG&M on behalf of Grand Union in connection with the chapter 11 case. WG&M

has rendered numerous other professional services in the discharge of its

responsibilities. Such services also included, among others, participation in numerous

conferences and telephone calls with WG&M personnel, members of Grand Union's

management, the respective attorneys for the Steering Committee and the Debtor's

prepetition and postpetition lenders, and other creditors and parties in interest

regarding the prosecution of the chapter 11 case.

23. Most of the activities described herein have required WG&M to

devote substantial time to meeting and speaking with Grand Union's general counsel

and management so that WG&M could render appropriate legal advice and obtain the

relief requested. In addition, WG&M had to prepare for, and appear and argue at,

court hearings in prosecution of this chapter 11 case, review lengthy documentation,

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and, when required, research legal issues directly impacting upon same. As a

consequence of the accelerated timetable in a "prepackaged" chapter 11 case such as

Grand Union's, tasks that might span multiple fee periods in a traditional chapter 11

case have been compressed, requiring completion within weeks, or even days.

Accordingly, WG&M's professionals and paraprofessionals frequently have been

required to work late into the evenings and on weekends in order to provide Grand

Union with the best possible legal representation. Moreover, the nature of the work

and the exigencies of the case in many instances required the advice and expertise of

attorneys in different practice groups, necessitating the attendance by more than one

attorney at meetings and on conference calls.

24. This Court is certainly cognizant of the substantial demands

placed upon attorneys for the debtor in a chapter 11 reorganization case. Numerous

inquiries from creditors and other parties in interest are received during this time.

Throughout a chapter 11 case, the attorneys for a debtor are the focal point for the

submission of all inquiries, written communications, requests, demands, and

complaints from creditors and other interested parties. WG&M has devoted

numerous hours to the fulfillment of its professional duties and responsibilities and

has made every effort to respond promptly to each and every communication

concerning the status of the chapter 11 case and the issues that have arisen. The time

expended on such discussions has been necessary to coordinate the many diverse

aspects and interests involved in this chapter 11 case and to assure minimal disruption

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and displacement in the continued operation of Grand Union's business. Such efforts

have resulted in substantial savings to Grand Union's estate through the efficient

resolution of problems and the avoidance of potentially expensive and time-consuming

litigation.

25. Additionally, WG&M has communicated and maintained a daily

dialogue with Grand Union's management and general counsel, and has rendered

professional services on a continuous basis with respect to problems arising in

connection with the conduct of Grand Union's business and the fulfillment of Grand

Union's obligations as a debtor in possession. The excellent working relationship

between WG&M's members and associates and Grand Union's management and other

personnel has enabled WG&M to stay closely apprised of all matters concerning

Grand Union and the administration of the chapter 11 case. This, in tum, enabled

WG&M to be ready and able to efficiently and effectively address any questions or

problems as they arise.

THE COMPENSATION REQUESTED

26. WG&M is cognizant of the numerous factors to be considered by

the Court in its determination of allowances of compensation. See, e.g., American

Benefit Life Ins. Co. v. Baddock (In re First Colonial Com. of Am.), 544 F.2d 1291

(5th Cir. 1977); Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir.

1974); In re Nine Assocs .. Inc., 76 B.R. 943 (S.D.N.Y. 1987); In re Drexel

Burnham Lambert Group, Inc., 133 B.R. 13 (Bankr. S.D.N.Y. 1991).

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27. The perspective from which an application for an allowance of

compensation should be viewed in a reorganization case was aptly stated by

Congressman Edwards on the floor of the House of Representatives on September 28,

1978, when he made the following statement in relation to § 330 of the Bankruptcy

Code:

[B]ankruptcy legal services are entitled to command the same competency of counsel as other cases. In that light. the policy of this section is to compensate attorneys and other professionals serving in a case under title 11 at the same rate as the attorney or other professional would be compensated for performing comparable services other than in a case under title 11. Contrary language in the Senate report accompanying S.2266 is rejected, and Massachusetts Mutual Life Insurance Company v. Brock, 405 F.2d 429, 432 (5th Cir. 1968) is overruled. Notions of economy of the estate in fixing fees are outdated and have no place in a bankruptcy code.

124 Congo Rec. Hll,091-U,092 (daily ed. Sept. 28, 1978) (statement of Rep.

Edwards) (emphasis added). See also Mann V. McCombs (In re McCombs), 751

F.2d 286 (8th Cir. 1984); In re Drexel Burnham Lambert Group. Inc., 133 B.R. 13

(Bankr. S.D.N.Y. 1991); In re Carter, 101 B.R. 170 (Bankr. D.S.D. 1989); In re

Public Servo Co., 93 B.R. 823,830 (Bankr. D.N.H. 1988). The rates charged by

WG&M in this Application are the same rates charged for comparable nonbankruptcy

services.

28. In awarding compensation pursuant to section 330 of the

Bankruptcy Code to professional persons employed under sections 327 or 1103 of the

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Bankruptcy Code, the Court must take into account, among other factors, the cost of

comparable nonbankruptcy services. Section 330 of the Bankruptcy Code provides, in

pertinent part, for payment of:

(a)(l)(A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, professional person, or attorney and by any paraprofessional person employed by any such person; and

(B) reimbursement for actual, necessary expenses.

Id. § 330 (a)(l). The Bankruptcy Reform Act of 1994 amended section 330(a) of the

Bankruptcy Code to list the factors to be used by the court in determining the amount

of reasonable compensation:

(a)(3)(A) In determining the amount of reasonable compensation to be awarded, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including --

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title;

(D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; and

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Id. § 330(a)(1), (3).

(E) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

29. During the Compensation Period, 895.20 and 207.20 recorded

hours have been expended by WG&M's professionals and paraprofessionals,

respectively, in providing the required professional services. Although approximately

$9,407.00 in additional professional services was billed by summer associates and

paraprofessionals during the Compensation Period, WG&M has determined not to

request an allowance of final compensation for such incurred fees.

30. Time and labor devoted is only one of many pertinent factors

affecting awards of professional compensation. The number of hours expended must

be considered in light of (i) the amounts involved and the results achieved to date, (ii)

the novelty and difficulty of the questions presented, (iii) the skill requisite to

properly perform the legal services, (iv) the preclusion of other employment, (v) the

customary fee to a private client for the services rendered, (vi) awards in similar

cases, (vii) time constraints required by the exigencies of the case, including the

frequency and amount of time required to be devoted other than during regular

business hours, (viii) the experience, reputation, and ability of the attorneys rendering

services, and (ix) the nature and length of the professional relationship with the client

(the "Johnson Factors"). See Johnson v. Georgia Highway Express, 488 F.2d at 717-

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19 (enumerating factors to be considered in awarding attorneys' fees in equal

employment opportunities cases under Title VII); In re First Colonial Com., 544 F.2d

at 1298 (applying Johnson factors in bankruptcy cases).2 Application of the

foregoing criteria more than justifies the compensation requested.

31. WG&M's extensive professional services have been rendered in a

highly efficient manner by attorneys who have achieved a high degree of expertise in

the field of business reorganization. Jeffrey L. Tanenbaum and Judy G.Z. Liu,

members of WG&M's Business Finance and Restructuring Department, have had

ultimate responsibility and supervision for this chapter 11 case. Ted S. Waksman of

WG&M's Corporate Department, Stuart Goldring and Mary Jean M. Pontenzone of

WG&M's Tax/ERISA Department, and Alan A. Lascher of WG&M's Real Estate

Department, all members of WG&M, have also been highly involved in this chapter

11 case. Additionally, a core group consisting of three associates have been

2. WG&M recognizes that under settled law the "lodestar method," as first developed by the Third Circuit, see Lindy Bros. Builders Inc. v. American Radiator & Standard Sanitary Com., 487 F.2d 161 (3d Cir. 1973), as opposed to the Johnson Factors, as set forth above, is the proper method to be used to determine a reasonable fee in all federal courts, including bankruptcy courts. See, e.g., Pennsylvania v. Delaware Valley Citizens' Council For Clean Air, 478 U.S. 546 (1986) ("Delaware Valley I"), supplemented by Pennsylvania v. Delaware Valley Citizens' Council For Clean Air, 483 U.S. 711 (1987); United States Football League v. National Football League, 887 F.2d 408,413 (2d Cir. 1989); In re Cena's Fine Furniture, Inc., 109 B.R. 575 (E.D.N.Y. 1990); In re Drexel Burnham Lambert Group Inc., 133 B.R. 13, 21 (Bankr. S.D.N.Y. 1991). However, the Supreme Court has made clear that the "lodestar method" is presumed to subsume the Johnson Factors. Delaware Valley I, 478 U.S. at 563; Cena's Fine Furniture, 109 B.R. at 581.

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responsible for the daily prosecution of the case under the supervision of the above

attorneys.

32. It is well accepted that rehabilitation rather than liquidation is in

the national interest. The services of professionals, such as WG&M, are necessary

ingredients in fostering that national policy. WG&M submits that its services have

contributed substantial benefit to the Debtor's estate and its creditors and have

furthered the Debtor's ultimate rehabilitative goals. The time and effort required of

WG&M to oversee the administration of this chapter 11 case have been highlighted in

this Application. During the Compensation Period, WG&M has been required to

furnish extensive services which have often fully occupied the time of its attorneys,

frequently to the preclusion of other firm matters and clients. If this were not a case

under the Bankruptcy Code, WG&M would charge Grand Union and expect to

receive on a current basis an amount at least equal to the amounts requested herein

for the professional services rendered. Pursuant to the criteria normally examined in

bankruptcy cases, and based upon the factors to be considered in accordance with

section 330 of the Bankruptcy Code, the results that have been achieved to date more

than substantiate charges in that amount. The services that WG&M has rendered thus

far have produced substantial benefits which have inured to the Debtor, its estate, and

its creditors.

33. In view of the foregoing, WG&M respectfully requests that it be

allowed reasonable compensation in the amount of $322,285.50 (for which $400,000

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has already been received, but not applied, in the form of a fee retainer) for the

services rendered in the Compensation Period. During the Compensation Period,

WG&M's hourly billing rates for attorneys ranged from $130.00 to $550.00 per hour.

34. The efficient prosecution of this chapter 11 case justifies

compensation of at least the amount requested. Thus, WG&M requests that 100% of

such compensation be allowed. As the Court is aware, with able assistance and

guidance of WG&M, the Debtor has successfully confirmed and substantially

consummated its plan of reorganization. In view of the policy underlying section 330

of the Bankruptcy Code that attorneys in bankruptcy cases be compensated on a parity

with attorneys practicing in other fields, the compensation should be allowed as

requested.

DISBURSEMENTS

35. As set forth in Exhibit "B" hereto, WG&M has disbursed

$16,084.28 as expenses incurred in providing professional services during the

Compensation Period. WG&M requests that it be allowed reimbursement for actual

and necessary expenses in such amount (for which $50,000 has been received, but not

applied, in the form of an advance against expenses).

36. With respect to photocopying expenses, WG&M charges all its

clients $.20/page. With respect to facsimile expenses, WG&M excludes charges for

incoming facsimile and local facsimile charges and includes charges for long distance

facsimiles at applicable toll charge rates, which invariably are less than $1.25/page.

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These charges cover WG&M's direct operating costs for photocopying and facsimile

facilities, which costs are not incorporated into the WG&M hourly billing rates. Only

clients who actually use photocopying, facsimile, and other office services of the

types set forth in Exhibit "B" are separately charged for such service. The effect of

including such expenses as part of the hourly billing rates would impose that cost

upon clients who do not require extensive photocopying, facsimile, and document

production facilities and services. The amount of the standard photocopying and

facsimile charges is intended to allow WG&M to cover the related expenses of its

photocopying and facsimile services. A determination of the actual expenses per page

for photocopying and facsimile services, however, is dependent on both the volume of

copies or facsimiles and the total expenses attributable to photocopying and facsimiles

on an annual basis.

37. The time constraints frequently imposed by the circumstances of

this chapter 11 case have required WG&M's attorneys and other employees at times

to devote substantial amounts of time during the evenings and on weekends to the

performance of legal services on behalf of Grand Union. These extraordinary

services were essential during the Compensation Period in order to meet deadlines and

satisfy the demands of the Debtor's business and the administration of its estate.

Consequently, as a result of the physical inability to complete every task and prepare

every pleading required of WG&M during ordinary business hours, WG&M has been

required to incur overtime charges in the discharge of certain of its professional

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responsibilities. While WG&M has made every effort to minimize these charges, the

incurrence of overtime charges is a necessary result of the limited number of hours in

a day as compared with the enormity of tasks required in this case.

38. Moreover, consistent with firm policy, attorneys and other

employees of WG&M who worked late into the evenings were reimbursed for their

reasonable meal costs and their cost for transportation home. WG&M's regular

practice is not to include components for those charges in overhead when establishing

billing rates and to charge its clients for these and all other out-of-pocket

disbursements incurred during the regular course of the rendition of services.

39. In addition, because of the nature of the Debtor's business and the

location of its headquarters, frequent long distance telephone calls have been required.

On several occasions, overnight delivery of documents and other materials was

required as a result of exigencies necessitating the use of such express services.

WG&M also requests reimbursement for expenses consisting of labor-intensive word

processing requiring in excess of two hours of an operator's time and overtime

secretarial and other support staff services, as described supra. These disbursements

are not included in WG&M's overhead for the purpose of setting billing rates.

WG&M has made every effort to minimize its disbursements in this case. The actual

expenses incurred in providing professional services were absolutely necessary,

reasonable, and justified under the circumstances to serve the needs of the Debtor, its

estate, and its creditors.

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40. None of the travel expenses of WG&M attorneys included herein

were for first-class airfare, lUxury accommodations, or deluxe meals.

41. As set forth in the affidavit of Judy G.Z. Liu, sworn to on

September 14, 1998, annexed hereto as Exhibit "D," no agreement or understanding

exists between WG&M and any other person for a sharing of compensation received

or to be received for services rendered in or in connection with this chapter 11 case,

nor shall WG&M share or agree to share the compensation paid or allowed from

Grand Union's estate for such services with any other person. Such affidavit

constitutes the statement of WG&M pursuant to section 504 of the Bankruptcy Code

and Bankruptcy Rule 2016(a).

42. No agreement or understanding prohibited by 18 U.S.C. section

155 has been or will be made by WG&M.

WHEREFORE WG&M respectfully requests (i) a final allowance of

compensation for professional services rendered as co-attorneys for Grand Union in

the amount of $322,285.50 in fees for the period from June 24, 1998 through and

including August 5, 1998, (ii) a final allowance of reimbursement of actual and

necessary disbursements incurred by WG&M in the amount of $16,084.28 during the

Compensation Period, (iii) authorization to apply the previously received fee retainer

and advance

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against expenses to all amounts awarded by the Court as final compensation and

reimbursement of expenses, respectively, in respect of the Compensation Period and

(iv) such other and further relief as is just.

Dated: September 14, 1998

em lrm Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000

Co-attorneys for The Grand Union Company, Debtor and Debtor in Possession

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